Renaissance Designer Gallery Products, Inc.
d/b/a Advantage International Marketing, Inc.
CONTRACTOR AGREEMENT
THE AGREEMENT, made this 8th day of November, 1997 by and between Renaissance
Designer Gallery Products, Inc. d/b/a Advantage International Marketing, Inc.,
hereinafter referred to as "AIM"), a Nevada corporation, with principal place
of business at 0000 Xxxx, Xxxxxx, Xxxxxx, 00000, and Xxx Xxxxxxxx, President
of A&T, Inc., with a principle place of business at 000 X. 00xx Xxxxxx, Xxxx
Xxxxxxx, Xxxxxxxx 00000, hereinafter referred to as "CONTRACTOR".
WITNESSETH:
WHEREAS, AIM is a marketer of a home business tax savings program, as well as
other products and services, herein called "Services";
WHEREAS, AIM desires to contract with Independent Contractors with expertise
in accounting and federal income tax law;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
agreements, representations, and warranties contained in this Agreement, the
parties agree as follows:
1. MARKETING OF AIM SERVICES
A. CONTRACTOR agrees, during the term of this Agreement, to use its
best efforts to provide general expertise in the area of accounting
and federal income tax matters to AIM and other Independent
Marketing Associates (IMAs) of AIM through CONTRACTOR's expertise
provided to IMAs and customers through the Tax Advantage System and
through CONTRACTOR's weekly participation in AIM conference calls
where AIM customers may pose any questions they may have relating to
federal income tax matters directly to CONTRACTOR for answers based
on his personal expertise as an Enrolled Agent before the IRS.
B. CONTRACTOR shall have no right, title, or interest in the Tax
Advantage System or other related products and services provides by
AIM to its customers and IMAs except as specifically set forth in
this Agreement.
C. CONTRACTOR shall have no authority, either expressed or implied, to
incur any obligation on behalf of AIM except those obligations
which AIM will have to any Customers generated as a result of
CONTRACTOR also choosing to serve as an AIM IMA.
D. CONTRACTOR shall not be an employee or agent of AIM for any purpose,
including, without limitation, entitlement to employment benefits or
the withholding, or payment of, taxes to be paid on income earned
pursuant to this Agreement. The undersigned will be regarded as an
CONTRACTOR for all purposes, and shall represent itself as such to
third parties. CONTRACTOR shall be solely responsible for
CONTRACTOR's own risk, expense and supervision of CONTRACTOR's
employees, if any, and shall procure and maintain adequate insurance
coverage and shall not have any claim against AIM for salaries,
commissions, items of costs, or other form of compensation or
reimbursement.
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2. AIM SERVICES
AIM shall make its Services available for the purpose of allowing
customers to purchase Renaissance and AIM products and Services at
prices as set forth in current AIM literature for the duration of and
in conformity with the applicable conditions of this Agreement.
3. TERM
The term of this Agreement shall begin on December 1, 1997 and continue
for one year. This agreement shall be automatically renewed from year
to year under the same terms and conditions as stated herein and as may
be modified by mutual agreement of the parties from time to time, unless
either party gives the other party written notice of termination at
least thirty (30) days prior to the end of the term or renewal term.
AIM may not give such notice of termination without just cause for
termination as outlined in Paragraph 6.
4. COMPENSATION AND REMITTANCE S
A. AIM shall pay an ongoing commission to CONTRACTOR amounting to one
quarter of one percent (.0025) of the total net collected sales
revenue of the following AIM products and services: The Tax
Advantage System (TAS) and the Prepaid Tax Advantage (PTA) system.
B. AIM shall pay all reasonable travel and incidental expenses incurred
by CONTRACTOR when traveling on the request of AIM to conduct
Advanced Tax Seminars, sales seminars, etc.
C. AIM shall pay all direct dialed long distance costs incurred by
CONTRACTOR when CONTRACTOR is conducting or actively participating
on the PTA tax advice conference calls.
D. CONTRACTOR shall have a period of thirty (30) days after receipt of
monthly statement containing an accounting (receipt shall be deemed
effective as of five days after the monthly statement has been
mailed, whether by US Mail or Private Service) to challenge or
dispute the accuracy or validity of the accounting set forth in
the applicable monthly statement and accompanying payment. If
CONTRACTOR does not challenge or dispute said accounting and
payment as provided to CONTRACTOR within said thirty (30) day
period, the accounting and payment will be considered final and
accepted without recourse or later dispute by CONTRACTOR.
5. PAYMENT FOR REVENUE SHARING AND SERVICES
A. AIM shall make payment of commissions within 30 days after the
calendar month end of the month in which the charges were
collected. AIM will pay commissions only on collected revenue.
B. AIM shall provide with each payment outlined above an accounting
listing total sales of each commissionable product or service
for that accounting period.
C. CONTRACTOR must submit a copy of CONTRACTOR's long distance
xxxx with PTA conference calls circled and summarized for
reimbursement.
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6. TERMINATION OF AGREEMENT
A. AIM may terminate this Agreement upon sixty (60) days written
notice of an incurred material breach of this Agreement by
CONTRACTOR. A material breach would occur if:
1) CONTRACTOR violation of the terms and conditions of
Paragraph 1, 7 or 8.
2) CONTRACTOR misrepresents AIM products or Services or fails
to comply with AIM written requests to cease any associated
activities not approved or condoned by AIM .
3) CONTRACTOR becomes insolvent or files for bankruptcy.
4) CONTRACTOR violates AIM's high standards of honesty and
ethics in marketing AIM's services.
Upon receipt of the notice of breach, CONTRACTOR shall have a thirty
(30) day period to cure, during which time period this Agreement shall
be maintained in force. If the breach is not cured within this time
period, the AIM may terminate this Agreement. In the event of such
termination by AIM there shall be no further obligation by either
party to the other.
7. RESTRICTIVE COVENANT
During the term of this Agreement, CONTRACTOR covenants and agrees as
follows:
A. CONTRACTOR will not engage in any activity contrary to the regulatory
requirements imposed by any Federal or any state regulatory agency
having jurisdiction over AIM, Inc.
B. CONTRACTOR will not engage in any activity that would interfere with
the contractual relationships of AIM or with AIM customers, other
service providers, employees, or others relating to the business of
AIM .
C. CONTRACTOR will not engage in any activity that would tend to
disparage or diminish AIM's reputation or cause it to be in
violation of any rule, regulation, order, or requirement of any
applicable regulatory authority or court of competent jurisdiction
or result in a breach of the standards of honesty and integrity
established by AIM .
D. CONTRACTOR will not engage in any activity that would tend to
divert business away from AIM.
E. CONTRACTOR will not engage in any activity that would tend to induce
any person, employee, representative, or consultant of AIM not to
become or remain an employee, representative, consultant or customer
of AIM . Without intending to limit the generality of the foregoing,
CONTRACTOR agrees that during the term of this Agreement, it will
not directly or indirectly employ or enter into any partnership,
joint venture, or other business association with any person or
entity who, at any time during the term of this Agreement has been
or then employs an officer, director, employee, representative, or
consultant of AIM, unless CONTRACTOR obtains the prior written
consent of AIM.
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F. CONTRACTOR will not engage in providing any similar professional
services to any other direct sales or network marketing company
that could be considered in competition with AIM.
G. CONTRACTOR agrees that monetary damages would be inadequate to
compensate AIM for a breach of this paragraph 7. Therefore,
CONTRACTOR hereby agrees and consents to the issuance of temporary
and/or injunctive relief by a court of competent jurisdiction in
any proceeding that may be brought to enforce any provision of
this Paragraph 7 without the necessity of proof of actual damages.
8. CONFIDENTIAL AND PROPRIETARY INFORMATION
A. CONTRACTOR and AIM acknowledge that all knowledge and information
concerning the business of AIM that acquires, directly or
indirectly, during the term of this Agreement, including but not
limited to customer information, compensation plan design, etc.,
is deemed confidential and proprietary to AIM and will be held in
trust and confidence of CONTRACTOR. CONTRACTOR and AIM shall have
an absolute duty to maintain, in confidence, all such knowledge
or information and to prevent disclosure to unauthorized parties.
B. CONTRACTOR and AIM agree to take all reasonable steps necessary to
insure that this knowledge and information is not made available
to unauthorized parties by any of CONTRACTOR's or AIM's employees,
CONTRACTORs, agents representatives, consultants, or services, and
shall promptly notify AIM of any inadvertent disclosure of any
such knowledge or information. CONTRACTOR and AIM further agree to
take all reasonable steps necessary to insure that its employee's,
contractors, agents representatives, consultants, and servants who
have access to such knowledge and information shall observe and
perform the provisions of this paragraph.
C. CONTRACTOR and AIM agree that any violation or threatened violation
of any provision of this Paragraph 8 shall cause immediate and
irreparable harm to AIM and that monetary damages would be
inadequate to compensate AIM for a breach of this Paragraph 8.
Therefore, CONTRACTOR hereby agrees and consents that in such
event, AIM shall be entitled to all available legal and equitable
remedies, including injunctive relief and without the necessity
of posting a bond, and may, in addition to any and all forms of
relief, recover from CONTRACTOR all costs, including reasonable
attorney fees, should AIM prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.
D. This Paragraph 8 shall not apply to any knowledge and information
which is required to be disclosed by order of any court or
governmental authority of competent jurisdiction as to which
CONTRACTOR or AIM shall use its best efforts to notify the other
party at the earliest possible time.
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9. FORCE MAJEURE
Neither party shall be liable for any delay or failure in performance of
any part of this Agreement from such as, without limitation, acts of
God, acts of civil or military authority, statutes, rules, regulations,
or other orders of any governmental entity with jurisdiction over a
party hereto, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, power blackouts, unusually severe weather conditions, inability
to secure products or services of others person or transportation
facilities, or acts or omissions of transportation common carriers.
10. LIMITATION OF LIABILITY
A. AIM SHALL NOT BE LIABLE TO CONTRACTOR OR TO ANY OTHER PERSON, FIRM,
OR ENTITY IN ANY RESPECT, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE AND FROM ANY CAUSE WHETHER BASED
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY,
EVEN IF AIM AS THE CASE MAY BE, HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. EACH PARTY FURTHER AGREES THAT THE OTHER PARTY WILL
NOT BE LIABLE FOR ANY LOST PROFITS OR REVENUE OF ANY KIND OR NATURE
WHATSOEVER OR FOR ANY CLAIM OR DEMAND AGAINST CONTRACTOR BY ANY
OTHER PARTY.
B. AIM MAKES NO WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO
THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS
FOR ANY PURPOSE OF THE SERVICE, OR AS TO ANY OTHER MATTER, ALL OF
WHICH WARRANTIES BY AIM ARE HEREBY EXCLUDED AND DISCLAIMED.
C. AIM is not liable for any act or omission of CONTRACTOR in
conjunction with the services provided by AIM hereunder.
11. INDEMNIFICATION AND RELEASE
A. AIM shall not be liable or responsible for, and shall be saved and
held harmless by CONTRACTOR from and against any and all expenses
(including reasonable attorney's fees), claims and damages of every
king whatsoever or for damages or loss of any property, arising
either directly or indirectly, or in respect of:
1. The providing of accounting and/or tax strategy advice to
Customers by CONTRACTOR;
2. Any breach of any provision of this Agreement or any untrue
statement contained herein.
12. WORKMEN'S COMPENSATION
CONTRACTOR warrants that it has obtained and will maintain Workmen's
Compensation insurance for any and all of its employees.
13. ASSIGNMENT
CONTRACTOR shall not have the right to assign or otherwise transfer its
rights or duties hereunder without the prior written consent of AIM.
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14. GOVERNING LAWS
This Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas without regard to principles of
conflicts of laws. The parties consent to jurisdiction by the federal
and state courts located in Kansas and agree that any actions hereunder
shall be brought in Shawnee County, Kansas. The parties hereby agree
that venue, in the event of any litigation hereunder, shall be in
Shawnee County, Kansas. The parties consent to service of process by
certified mail at their respective addressed specified herein, or to
such other addresses of which notice hereunder shall be given.
15. WAIVER
No action or inaction on the part of AIM or CONTRACTOR with respect to
any breach by CONTRACTOR or AIM of any provision of this Agreement
shall be deemed to be a waiver of any of AIM's or CONTRACTOR's rights
hereunder.
16. THIRD PARTIES
Nothing in this Agreement, expressed or implied, is intended to confer
upon any person, other than the parties hereto and their successors and
assigns, any rights or remedies under or by reason of this Agreement.
17. SEVERABILITY OF PROVISIONS
The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction, covenant, agreement, or other provision of
this Agreement shall in no way affect the validity or enforcement of
any other provision or any other part of this Agreement.
18. BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors, and assigns.
19. NOTICES
A. Any notice, report, demand, or request required or permitted by any
provision of this Agreement shall be deemed to have been
sufficiently given for all purposes if it is in writing, sent by
certified mail, return receipt requested, postage prepaid, and
addressed as follows:
IN THE CASE OF AIM:
Renaissance Designer Gallery Products, Inc.
d/b/a Advantage International Marketing, Inc.
0000 XX Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxx 00000
IN THE CASE OF CONTRACTOR:
Xxx Xxxxxxxx, President
A&T, Inc.
000 X. 00xx Xxxxxx
Xxxx Xxxxxxx, Xxxxxxxx 00000
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B. The address to which any such notice, report, demand, request or
other communications may be given by either party may be changed by
written notice given by party to other party pursuant to this
paragraph.
20. ENTIRE AGREEMENT: AMENDMENT
This Agreement constitutes the entire agreement between the parties with
respect to the matters contained herein and supersedes any prior
agreement between the parties, whether written or oral, concerning the
subject matter hereof. This Agreement may be amended, supplemented, or
interpreted by a written instrument only and duly executed by each of
the parties hereto.
21. ACCEPTANCE
This Agreement shall be of no force and effect unless and until an
officer of AIM duly executes an original cow of this Agreement and
such signature, when made, shall be deemed to have been made at the
principal place of business of AIM.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and to become effective on the date this Agreement is accepted by
AIM pursuant to the provisions of Paragraph 21 above.
AIM
By________________________________________ Date: _____________________
Name: Xxxxxxx X. Xxxxxx
Title: President
CONTRACTOR
By________________________________________ Date: _____________________
Name: Xxxxxx Xxxxxxxx, Xx.
Title: President
CONTRACTOR Tax ID #:
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